| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/23/2008 |
3. Issuer Name and Ticker or Trading Symbol
TRIAN ACQUISITION I CORP. [ TUX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.0001 par value(1) | 19,787,500(2) | I | Held by Trian Acquisition I, LLC(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (right to buy)(4) | 01/23/2009(5) | 01/23/2013 | Common Stock | 21,562,500 | $7 | I | Held by Trian Acquisition I, LLC(3) |
| Explanation of Responses: |
| 1. The shares of common stock are part of units each comprised of one share of the Issuer's common stock and one warrant to purchase one share of the Issuer's common stock. |
| 2. Includes 2,812,500 shares of common stock that will be subject to redemption by the Issuer to the extent the underwriters' over-allotment option is not exercised. |
| 3. Mr. Garden is a member of Trian Acquisition I, LLC ("Trian") and may be deemed to be the beneficial owner of all the shares of the Issuer's outstanding common stock held by Trian. Mr. Garden disclaims beneficial ownership of any shares of common stock of the Issuer in which he does not have a pecuniary interest. |
| 4. These warrants were initially issued as part of units each comprised of one share of the Issuer's common stock and one warrant to purchase one share of the Issuer's common stock. Currently, 19,787,500 warrants are held as part of the units and 1,775,000 warrants are held separately. |
| 5. These warrants will become exercisable on the later of (i) the consummation of the Issuer's business combination with one or more target businesses or (ii) January 23, 2009, except that these warrants may not be exercised unless and until the last sale price of the Issuer's common stock equals or exceeds $13.75 for any 20 days within any 30-day trading period beginning 90 days after the Issuer's business combination. |
| /s/ Edward P. Garden | 01/23/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||